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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE NO. 65-0654331
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
PARK 80 EAST
SADDLE BROOK, NEW JERSEY 07663-5291
(Address, including zip code, of Registrant's principal executive offices)
SEALED AIR CORPORATION THRIFT AND TAX-DEFERRED SAVINGS PLAN
(Full title of the plan)
H. KATHERINE WHITE, ESQ.
GENERAL COUNSEL AND SECRETARY
SEALED AIR CORPORATION
PARK 80 EAST
SADDLE BROOK, NJ 07663-5291
(201) 791-7600
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM
TITLE OF TO BE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) PER SHARE (2) PRICE (2) FEE
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COMMON STOCK, PAR 25,000 $50.5625 $1,264,063 $334
VALUE $0.10 PER SHARES
SHARE
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to provisions (c) and (h) of Rule 457 of the
Securities Act. The registration fee is calculated upon the
basis of the average of the high and low prices of the
Registrant's Common Stock reported in the consolidated reporting
system for New York Stock Exchange traded securities on July 31,
2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant (File No. 1-12139) and the
Sealed Air Corporation Thrift and Tax-Deferred Savings Plan (the "Plan") with
the Securities and Exchange Commission (the "SEC") are incorporated by reference
into this Registration Statement:
(a) Annual Report on Form 10-K of Registrant for the year ended
December 31, 1999;
(b) Quarterly Report on Form 10-Q of Registrant for the quarterly
period ended March 31, 2000;
(c) All other reports filed by the Registrant or the Plan with the
SEC pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the latest fiscal year for which an Annual Report
on Form 10-K has been filed; and
(d) The description of the Registrant's common stock contained in
the Registrant's Joint Proxy Statement/Prospectus filed as
part of the Registrant's Registration Statement on Form S-4,
declared effective on February 13, 1998.
All documents filed by the Registrant or the Plan with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"General Corporation Law") provides that: (1) under certain circumstances a
corporation may indemnify a director or officer made party to, or threatened to
be made party to, any civil, criminal, administrative or investigative action,
suit or proceeding (other than an action by or in the right of the corporation)
because such person is or was a director, officer, employee or agent of the
corporation, or because such person is or was so serving another enterprise at
the request of the corporation, against expenses, judgments, fines and amounts
paid in settlement reasonably incurred by such person in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to criminal cases, had no reasonable cause to
believe such person's conduct was unlawful; (2) under certain circumstances a
corporation may indemnify a director or officer made party to, or threatened to
be made party to, any action or suit by or in the right of the corporation for
judgment in favor of the corporation because such person is or was a director,
officer, employee or agent of the corporation, or because such person is or was
so serving another enterprise at the request of the corporation, against
expenses reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; and (3) a director or officer shall be indemnified
by the corporation against expenses reasonably incurred by such person in
connection with and to the extent that such person has been successful on the
merits or
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otherwise in defense of any action, suit or proceeding referred to in
the preceding clauses, or in defense of any claim, issue or matter therein.
Under Article ELEVENTH of the Registrant's Amended and Restated Certificate
of Incorporation and Article 8 of the Registrant's By-Laws, indemnification of
directors and officers is provided for to the fullest extent permitted under the
General Corporation Law. Article TWELFTH of the Registrant's Amended and
Restated Certificate of Incorporation eliminates the liability of directors for
monetary damages for breach of fiduciary duty as directors, except for liability
(1) for any breach of the director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the General Corporation Law, or (4) for any transaction from which the director
derived an improper personal benefit. The General Corporation Law, the
Registrant's Amended and Restated Certificate of Incorporation and the By-Laws
of the Registrant permit the purchase by the Registrant of insurance for
indemnification of directors and officers. The Registrant currently maintains
directors and officers liability insurance.
The foregoing summary of Section 145 of the General Corporation Law,
Articles ELEVENTH and TWELFTH of the Amended and Restated Certificate of
Incorporation of the Registrant and Article 8 of the By-Laws of the Registrant
is qualified in its entirety by reference to the relevant provisions of Section
145, the relevant provisions of the Registrant's Amended and Restated
Certificate of Incorporation, which are incorporated herein by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999, File No. 1-12139, and the relevant provisions of the
Registrant's By-Laws, which are incorporated herein by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1999, File No. 1-12139.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of the
Registrant as currently in effect [Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999, File No. 1-12139,
is incorporated herein by reference.]
4.2 Amended and Restated By-Laws of the Registrant as
currently in effect [Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December
31, 1999, File No. 1-12139, is incorporated herein by
reference.]
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney [Contained in Signature Pages of this
Registration Statement and incorporated herein by
reference.]
The Registrant hereby undertakes that the Registrant will submit the
Sealed Air Corporation Thrift and Tax-deferred Savings Plan, as amended,
to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material
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information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement, provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement; (2) that,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Saddle Brook, State of New Jersey on August
3, 2000.
SEALED AIR CORPORATION
By: /s/ William V. Hickey
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Name: William V. Hickey
Title: President and Chief Executive Officer
Each person whose signature appears below hereby severally constitutes and
appoints H. Katherine White, Tod S. Christie and Sean E. Dempsey, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ William V. Hickey
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(William V. Hickey) President, Chief Executive August 3, 2000
Officer and Director
(Principal Executive Officer)
/s/ Daniel S. Van Riper
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(Daniel S. Van Riper) Senior Vice President and August 3, 2000
Chief Financial Officer
(Principal Financial Officer)
/s/ Jeffrey S. Warren
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(Jeffrey S. Warren) Controller August 3, 2000
(Principal Accounting Officer)
/s/ T. J. Dermot Dunphy
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(T. J. Dermot Dunphy) Chairman of the Board and August 3, 2000
Director
/s/ Hank Brown
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(Hank Brown) Director August 3, 2000
/s/ John K. Castle
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(John K. Castle) Director August 3, 2000
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/s/ Lawrence R. Codey
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(Lawrence R. Codey) Director August 3, 2000
/s/ Charles F. Farrell, Jr.
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(Charles F. Farrell, Jr.) Director August 3, 2000
/s/ Shirley Ann Jackson
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(Shirley Ann Jackson) Director August 3, 2000
/s/ Virginia A. Kamsky
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(Virginia A. Kamsky) Director August 3, 2000
/s/ Alan H. Miller
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(Alan H. Miller) Director August 3, 2000
/s/ John E. Phipps
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(John E. Phipps) Director August 3, 2000
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Saddle Brook, State
of New Jersey on August 3, 2000.
THRIFT AND TAX-DEFERRED SAVINGS PLAN
By: /s/ Mary A. Coventry
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Name: Mary A. Coventry
Title: Chairman of the Retirement Committee and
Vice President of the Registrant
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant as currently in effect [Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999, File No. 1-12139, is incorporated
herein by reference.]
4.2 Amended and Restated By-Laws of the Registrant as currently in
effect [Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999, File No. 1-12139,
is incorporated herein by reference.]
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney [Contained in Signature Pages of this
Registration Statement and incorporated herein by reference.]
